FCPA

Leaders

F. Joseph Warin Washington, D.C.
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Charles J. Stevens San Francisco
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Debra Wong Yang Los Angeles
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Lisa Alfaro São Paulo
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Overview

Gibson, Dunn & Crutcher is one of the leading law firms in the Foreign Corrupt Practices Act (FCPA) practice area.  More than 125 lawyers throughout the firm's offices worldwide, including a number of former U.S. prosecutors and Securities and Exchange Commission (SEC) officials, have extensive anti-corruption and compliance experience in all aspects of FCPA enforcement and compliance. 

In addition to conducting FCPA internal investigations in more than 80 countries around the globe, we routinely represent clients in investigations and enforcement proceedings before the U.S. Department of Justice (DOJ) Fraud Section, the Enforcement Division of the SEC, and foreign enforcers such as the Serious Fraud Office.  In connection with these investigations, we advise boards of directors, general counsels and senior management regarding company practices, enhancements to compliance programs, disciplinary action for company employees and remedial measures for improving compliance.  Our practice includes an active slate of investigations before the SEC and DOJ.  This work keeps us in almost daily contact with lawyers at the U.S. government and other enforcement authorities on anti-corruption issues.

We also regularly advise clients on all relevant aspects of FCPA compliance programs, from worldwide corruption risk assessments and compliance program evaluations and written policies and procedures to employee training and reporting systems.  In addition to projects that are global in scope, we advise clients on a daily basis on challenging and practical discrete questions of anti-corruption compliance such as the propriety of gifts and entertainment, the adequacy of due diligence, qualifying for the FCPA's facilitating payments exception, and identifying and addressing corruption risks related to corporate acquisitions and business transactions. 

With regard to FCPA compliance, Gibson Dunn has the distinction of being the only law firm to have conducted three separate FCPA monitorships, pursuant to settlements with the SEC and DOJ:

  • Statoil ASA (2007-2009)
  • Siemens AG (2009-2012)
  • Alliance One International (2011-2013)

We also counsel and defend companies undergoing monitorships.  Our extensive monitorship experience enables us to bring unique value to clients by providing rare global insight into internal compliance programs and the challenges they face.  For example, our work on the Siemens, Statoil and Alliance One monitorships required company-wide analysis of all facets of anti-corruption compliance.  Importantly, because all of our work on compliance monitorships (including making detailed recommendations) was reviewed by the U.S. government, we know what prosecutors' and regulators' expectations are for all of the various facets of a corporate compliance program.

Our deep experience has led to Gibson Dunn being repeatedly ranked in Band 1 for its FCPA practice in both Chambers Global and Chambers USA.  In Chambers Global 2017, Chambers USA 2017 and Chambers USA 2016 our firm alone was ranked in Band 1.  Our overall experience has also led Chambers Global in 2017, 2016, 2015 and 2014 to rank Gibson Dunn among the leading anti-corruption practices in the world.  Global-wide, in 2017 the publication called us a "U.S. firm renowned for its global capabilities, channeled through stronghold practices in key jurisdictions around the world,"  Chambers Asia Pacific 2018, which ranked Gibson Dunn Tier 1 among international firms in China for corporate investigations/anti-corruption, highlighted our "[l]eading white-collar practice with significant experience acting on internal and government investigations across the region," which is "[a]ble to draw on an extensive global network and in-house proficiency in Mandarin and Cantonese language for interviews and document analysis."  The publication has recognized our team as having "[d]eep experience in handling FCPA, AML, trade control and securities issues." 

Experience and Recent Representations

Our FCPA practice group specializes in helping clients adapt their existing anti-corruption frameworks to the ever-changing world of anti-corruption compliance and enforcement.

  • We regularly advise clients on the adequacy of their compliance programs, particularly in the areas of gifts and entertainment, third-party due diligence, compliance reporting, detection of high-risk payments, M&A due diligence, and facilitating payments.
  • We have created comprehensive anti-corruption compliance handbooks with illustrative examples, statements from management, detailed discussions of applicable law, and the various forms and procedures that constitute the broader program.
  • We assist clients in conducting appropriate corruption risk assessments and anti-corruption compliance program evaluations, including recent fieldwork in Africa, Central and Eastern Europe, China, Germany, India, Latin America, Russia and the CIS, and Southeast Asia.
  • We help clients address specific anti-corruption compliance challenges throughout the world as they arise, including in such key emerging markets as Brazil, Central and Eastern Europe, China, India, the Middle East, Russia and the CIS, and Southeast Asia.
  • We provide analysis and advice on a range of anti-bribery laws, in addition to the FCPA, including state commercial anti-bribery statutes, enforced federally through the Travel Act.

Additionally, clients frequently rely on us to help guide and perform counterparty and transaction due diligence during the merger or investment.

  • Our clients frequently solicit our advice to examine an entity's risk profile and evaluate its compliance program and relevant internal controls.
  • We often assist clients in analyzing and reviewing responses to questionnaires and due diligence reports from third-party vendors.
  • We opine on the adequacy of due diligence already conducted on particular counterparties or in the context of mergers or acquisitions.
  • We have conducted due diligence fieldwork in several countries, including China, India, Indonesia, Egypt, Kazakhstan, Russia, Uzbekistan and Vietnam. 
  • In connection with our work for private equity firms, we have provided advice on M&A due diligence throughout the world in a wide range of industries. 

We have broad experience in designing and improving integrity due diligence processes and controls.

Client work includes conducting investigations into anti-corruption compliance issues in numerous regions and countries around the world.  Our investigative work is closely intertwined with corruption risk assessments, anti-corruption compliance program evaluation, and implementation of remedial measures.  Our recent investigative work has included: 

  • Representing a multinational telecommunications company in an investigation involving potentially improper payments to government officials in Latin America.
  • Representing a multinational technology company in a government and internal investigation regarding allegedly improper business practices in several countries, including Russia.
  • Conducting investigations for a large U.S. international construction and engineering company into alleged improper payments made in connection with bids for various government contracts in the Middle East.
  • Advising a major U.S. pharmaceutical company with respect to an investigation involving potentially improper payments to government officials in China, Germany, India and Russia.
  • Representing a large Dutch company in an internal investigation involving potentially improper payments to government officials in Southeast Asia.

Gibson Dunn lawyers speak more than 30 different languages.  As a result of these comprehensive skills, we often conduct investigations entirely in the local language.  Among our experienced white collar lawyers, we have extensive foreign language capabilities, including fluency in Arabic, Bahasa Malay, Bulgarian, Cantonese, Farsi, French, German, Greek, Hebrew, Hindi, Hungarian, Italian, Japanese, Korean, Mandarin, Polish, Portuguese, Russian, Spanish and Ukrainian.  We frequently utilize experienced anti-corruption lawyers in our offices in Dubai, Hong Kong, London, Munich and São Paulo, among others.

Clients have trusted us to handle their most significant enforcement matters.  In addition to numerous nonpublic matters, recent high-profile public resolutions we have helped to secure for major clients include the following:

  • Represented Hewlett-Packard in a multinational joint DOJ/SEC investigation into allegations of bribes allegedly given to government officials in Russia, Poland and Mexico. 
  • Represented Weatherford International and its subsidiaries in a joint DOJ/SEC investigation into alleged corrupt transactions in the Middle East and Africa.
  • Represented Allianz in connection with resolving alleged corruption issues in Asia and Europe, persuading the DOJ not to prosecute the company criminally and negotiating very favorable terms with the SEC, including a rare cease-and-desist settlement on books-and-records charges only. 
  • Represented the General Electric Company in a joint DOJ/SEC investigation into alleged payments to the government of Iraq in connection with the United Nations Oil-for-Food program.  Of the 19 companies to settle Oil-for-Food-related charges, GE was the only company to receive a declination of criminal prosecution from DOJ. 
  • Secured closure of an SEC investigation of Wynn Resorts and the agency's decision not to pursue any enforcement action against it.  Gibson Dunn represented the company in connection with allegations that its donation to the University of Macau and activities related to its casino or concession licenses or renewals in Macau violated the FCPA. 
  • Successfully represented a former corporate executive, Stuart Carson, CEO of a California-based industrial valve manufacturer owned by British firm IMI plc., indicted in connection with alleged violations of the FCPA and Travel Act and facing 15 years in prison.  The indictment charged six defendants with a scheme to pay millions of dollars in alleged bribes to foreign officials in more than 30 countries.  The case, one of the few FCPA prosecutions litigated in federal court, broke new ground regarding, most notably, the definition of the term "foreign official" as used in the FCPA.  After more than four years of litigation, Gibson Dunn secured a very favorable settlement with the DOJ, resulting in a sentence of only four months in custody.  
  • Represented James Ruehlen, an executive of Noble Corporation whom the SEC charged in February 2012 with alleged FCPA violations arising from Noble's alleged payment of monies to Nigerian customs officials.  Through its groundbreaking motion to dismiss the charges, Gibson Dunn succeeded in dramatically stripping down the SEC's claims and setting a significantly higher standard of proof for trial.  This led to an eve-of-trial settlement in which the SEC did not impose a monetary penalty, require an admission of liability, or bar Mr. Ruehlen from working for a publicly traded company.
  • Representing numerous technology and telecommunications companies in FCPA investigations by the DOJ and SEC.
  • Representing companies in the consumer products, test and measurement, life sciences, water treatment, health care, telecommunications and advertising sectors in internal investigations regarding allegations of improper payments. 
  • Representing a number of private equity firms in due diligence on prospective investments and leading the post-investment development of compliance policies and controls. 
  • Serving as lead counsel for a multinational Fortune 500 pharmaceutical company in an FCPA investigation by the SEC and DOJ, which has included an FCPA compliance review of the company's operations in multiple countries, including the entirety of its business units in China. 
  • Representing a multinational nutrition products company in an FCPA investigation by the SEC and DOJ into conduct in China, which has involved advising the company on numerous aspects of its global anti-corruption compliance program. 
  • Regularly conduct compliance training and compliance risk assessments for clients and their China-based portfolio companies and joint ventures.
  • Represented the controller of a large U.S. steel manufacturing and metals recycling corporation in an investigation involving alleged bribes to purchasing agents of government-owned steel mills in China.
  • Defended the CEO and chairman of a U.S.-listed Chinese "reverse merger" company in connection with an SEC inquiry and audit committee investigation.
  • Advised a Fortune 50 global retailer on FCPA issues specific to its retail operations in China, which was among several compliance-related engagements undertaken by Gibson Dunn for the company in the wake of FCPA allegations, including a comprehensive review of the investigative and ethics functions at the company. 
  • Conducted a global risk assessment for a Fortune 50 retailer that included fieldwork in China, India and the company's headquarters, in addition to compliance program and risk assessment advice.